"War for a" chicken ": Spap will go to; make an attempt on IMC "bugs" and send passengers warned


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(Disclosure / Roast Chicken)

SO PAULO – The IMC Holdings (MEAL3) and Sapore unit had a happy marriage co-op this year. But as it was in many relationships, by emphasizing his & her; deeper business, the union created $ 3 billion bundle of a $ 3.1 billion crew back in September with an IMC single consensus decision.

However, Sapore is exposed to her & # 39; case and try to make a new hurling. Last week, its company published its announcement with construction application terms for the acquisition of 42.5% of the IMC. It is the problem that the situation is banned on the # 39; union in September residing on share radar, who has not seen this favor, this is the third attempt to come to Sapore.

Officially, the union that was suspended after the IMC (MEAL3), owned by Vienne and Frango Assado, was aware of Shapore data, the third largest operator of houses physical life in the country, through scrutiny, but did not provide information about the issue in September.

A shareholder of the IMC added InformationMoney On Monday (26) the reason related to the Sapore decision value that came to the level of the survey and shown more than R $ 400 million in taxes, equal to one third of the IMC market value. The agent, who asked it to be identified, confirming that it is common for companies to come to companies and some arrangements to be resolved, but the situation is "heavy" and "high risk."

In a way, the IMC shareholders would have refused to join these numbers knowledge and now Sapore attempts to buy 40% of the company through "enterprise demand" (ie not to The IMC sells its business), to track the Board of Directors to join the two companies. "It's a way to push this unions without considering the points found in the survey, not to address the issues that disturbed on the Board, "said the shareholder.

On the other hand, the other heard another source InformationMoney and that is involved in Shapore talks explaining that the number of R $ 400 million costs in multiplication and publication so that "exit arrangement" is not. In addition, the source contains a definition that is not interested in & # 39; join the companies as a result of the construction bid.

"You may have a shareholder who wants to sell everything and a seller who does not want to sell anything. A spirit is very dangerous," he said. "It does not apply for forceps, it is not inaccessible to non-existing IMC shareholders. This is not a compromise," they put the source.

The IMC has issued a letter asking for more information about the offer and asks that the audit numbers are open to all sections in the business prospects name and balance of information to indicate the courses that should be take turns. "IMC is open at the capital and everyone knows the numbers," which says its partner. Accordingly, there is no way for the Board of Directors of the IMC to be positioned against or supporting the business without being able to; opening such data for all, the financial reasons and the yield of the value for the OPA.

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Sapore explained in the announcement for proposals that the loan of R $ 550 million already agreed by Bradesco, Banco do Brasil and Votorantim. However, some IMC shareholders say that there is no promise that the banks have seen every number of the survey.

In terms of prices, Sapore recommended paying R $ 8.63 of all IMC shares, 27.3% above trading closure than trading seats on Monday (26). It's worth giving a comment, since the start of union news began; getting land in mid-June, until the last inspection left, MEAL3 papers have fallen by 17%.

On the side of the IMC shareholders, it is alleged that the urgent issue that has been noted in the Sapore survey must be taken into account in the case; price and the value needed to be changed. The application is a special OPA and "they are [a Sapore] they do not say what exchange rate will be there. "

O InformationMoney Such an exchange relationship does not exist because it is not the union that companies expect the unification of. If this was happening in the future, it was choose an independent evaluation proposal that will give that response. So the assessment is that BMI does not require financial or regulator, but an actor, who understands his / her; business, "as the company has only lived on commitments that have never been delivered," said a store.

The OPA's claim will decline in 30 days counted from the public notice publication, on November 19th, that is, on December 18. The construction application will only take effect if Sapore receives 42.5% of the sections of the IMC.

Try to solve the knots

In the middle of the scene, another question was added to the radar: IMC divisions that account for 18.31% of the company's capital require a General Meeting to change the legislation by a & # 39; including a clause that any investor should have more than 30% of its company shares (that is, what Sapore expects), an insolvency application (the protection device for the customers, small sections in the company's control modification issues) to other shareholders. In this case, OPA (Public Procurement Procurement) would require all sections.

An EGM request is signed by Neo Investimentos, Equitas Investimentos, XP Gestão, Miles Capital and Brasil Capital. The request for the meeting is to be held within 15 days of a & # 39; cited.

The small shareholders show that the company and its shareholders are benefiting from the capital of the IMC, with several agents to monitor its & # 39; business and production provide value not only for individual stakeholders, but for investors. But this may be changed by the entrance of a large client, express, which also shows the reduction in paperwork.

In this situation, there are two opportunities for Sapore, as BTG is identified in the note for clients: it will take a step back and only 29% will not trigger an application or sitting at her board with IMC divisions to propose the terms of trade in the combination of the two businesses, which may be more favorable than previously proposed.

It is worth mentioning that a meeting of the IMC's main shareholders with the entrepreneur Daniel Mendez, the founder of Sapore, has been set up for this Tuesday (27) to clarify the doubts about the proposal to give. According to the Valor Econômico newspaper, Sapore is a Try to prove to the owners that it will vote, if there is another meeting on a potential competition if it becomes a constituent, why it will provide a better value for the company .

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However, a portion of the IMC shareholders told the newspaper that it would be more comfortable to go into the banned application if they could stop Sapore from attending the meeting.

With such uncertainty, its market is very close to & # 39; follow if it's something to be a "marriage". For now, with his conflicts over his & her; In agreement, auditors expect the IMC's responsibility to; suffering in the short term.

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